Setting up a business in the Netherlands
Common legal forms for companies in the Netherlands are a limited company or a sole proprietorship (also known as freelancer, self-employed or entrepreneur.) Expatax can take you through the whole process of setting up a limited company in the Netherlands, a Besloten Vennootschap or BV. If you would like to have Expatax take care of your accounts as a sole proprietor or get set up as one, please go to our freelancers page.
Formation of a Dutch Limited Company (BV)
A Besloten Vennootschap (BV) is a company limited by shares (private limited company), whose shares are privately registered.
A BV may be incorporated by one or more ‘incorporators’, being either individuals and/or legal entities. One single individual or entity alone, whether Dutch or foreign, may be the only incorporator and full management board at the same time; no secretary is needed. If there is only one shareholder, this fact will not entail personal liability, but his name will be registered as such in the certificates of registration of the BV issued by the trade register. Shares are registered in the shareholders register, that must be kept in the office of the company.
Deed of Incorporation
A deed of incorporation will be executed before a notary and filed with the trade register of the Chamber of Commerce as well as the tax authorities. The official deed of incorporation will be in Dutch, Expatax will provide a full translation in English. The deed contains the details of the incorporator(s) and the initial member(s) of the board, as well as the amounts of their participation(s) and payment(s) to the initial capital. Furthermore, the deed contains the articles of association, consisting of at least the company name, the city where the company shall have its registered seat, the purpose of the company, the authorised capital in Euros and its division in shares, as well as the conditions for share transfer.
The company name needs to be unique and not already registered with the Chamber of Commerce by another party and must begin or end with the letters ´BV´. The company may, however, register one or more freely chosen trade names to label the whole or parts of its business and activities.
How high the share capital will be, is completely up to the incorporator. There must be at least one share with on voting right. A share can have a voting right, a profit right or both.
Expatax Company Formation services
Expatax provides all the services mentioned below as part of our Full Formation package for a fixed price of € 2,100,- (plus VAT):
- Name check at the Chamber of Commerce
- Discuss your requirements, set up a structure and a plan of approach
- Make arrangements with other involved parties
- Preparation of draft and final articles of association
- Provisional and final registration forms of the Chamber of Commerce
- Notarial costs
- Arranging a registered office address
- Registration with the tax authorities, arrangement of all required tax numbers
- Preparation of the first minutes of the board
- Production of shareholders register
- One folder containing all the paperwork
The formation of a company takes between 2 and 6 weeks depending on the complexity of the shareholders structure.
We offer assistance with opening a bank account. However, due to strict acceptation policies we can’t guarantee that the bank accepts the new company as a client, in which case a foreign solution may have to be chosen. We work with Rabobank and ING Bank.
We also offer the following services, contact us for a definitive price quotation of combined services:
- bookkeeping services, periodic VAT returns
- annual accounts, official reports, audits, accountants declaration
- monthly payroll administration, HR services
- preparation of annual corporate income tax return, personal income tax returns and other tax forms
Start the Procedure
Go to our online form below and provide the necessary information and documents. The relevant documents of each shareholder are needed. If a shareholder is an entity, then the person or persons behind the entity will also have to be identified, along with the entity itself. The more entities involved, the longer the identification process will take. Be aware that if the shareholder structure includes so called offshore companies (companies based in a “tax haven” like the Isle of Man, Beruda, Seychelles etc. or companies with a different structure like for example trust funds or foundations) that the incorporation of the Dutch entity can be frustrated due to this. This can be a reason for us to decide not to assist with the incorporation in the Netherlands.
Of course you can contact us to set up an appointment to discuss all the possibilities first.